Exhibit 4.1


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES



REGISTERED PURSUANT TO SECTION 12 OF THE 


SECURITIES EXCHANGE ACT OF 1934


 


General


 


The following description summarizes
the most important terms of our securities. This summary does not purport to be complete and is qualified in its entirety by the provisions
of our Articles of Incorporation, as amended, Certificate of Designation of the Series A Preferred Stock (the “Series A COD”),
Certificate of Designation of the Series B Preferred Stock (the “Series B COD”), Certificate of Designation of the Series
C Preferred Stock (the “Series C COD”), and our Bylaws, as amended, copies of which have been filed as exhibits to our annual
reports on Form 10-K filed with the Securities and Exchange Commission. You should refer to our Articles of Incorporation, including the
Series A COD, Series B COD and the Series C COD, our Bylaws, and the applicable provisions of the Nevada Revised Statutes for a complete
description of our capital stock. Our authorized capital stock consists of (i) 1,000,000,000 shares of Common Stock, par value $0.001
per share, and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share.


 


Our Board is authorized, without
stockholder approval to issue additional shares of our authorized capital stock.


 


Common Stock


 


Dividend Rights


 


Subject to preferences that may
apply to any shares of preferred stock outstanding at the time, the holders of our Common Stock are entitled to receive dividends out
of funds legally available if our Board, in its discretion, determines to declare and pay dividends and then only at the times and in
the amounts that our Board may determine.


 


Voting Rights


 


Holders of our Common Stock are
entitled to one vote for each share held on all matters properly submitted to a vote of stockholders on which holders of Common Stock
are entitled to vote. We have not provided for cumulative voting for the election of directors in our Articles of Incorporation. The directors
are elected by a plurality of the outstanding shares entitled to vote on the election of directors.


 


No Preemptive or Similar Rights


 


Our Common Stock is not entitled
to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.


 


Right to Receive Liquidation Distributions


 


If we become subject to a liquidation,
dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the
holders of our Common Stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding
debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred
stock.


 


Preferred Stock


 


Our Board is authorized, subject
to limitations prescribed by Nevada law, to issue preferred stock in one or more series, to establish from time-to-time the number of
shares to be included in each series, and to fix the designation, powers, preferences and rights of the shares of each series and any
of its qualifications, limitations or restrictions, in each case without further vote or action by our stockholders. Our Board can also
increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding)
the number of shares of any series of preferred stock, without any further vote or action by our stockholders. Our Board may authorize
the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders
of our Common Stock or other series of preferred stock. The issuance of preferred stock, while providing flexibility in connection with
possible financings, acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing
a change in our control of our company and might adversely affect the market price of our Common Stock and the voting and other rights
of the holders of our Common Stock.


 


Series A Preferred Stock


 


On April 12, 2019, the Company filed a Certificate
of Designation with the Nevada Secretary of State designating 1,000,000 shares of its authorized preferred stock as Series A Convertible
Preferred Stock. The principal terms of the Series A Preferred Shares are as follows:


Issue Price


The stated price for the Series A Preferred
shall be $0.10 per share.


Redemption


This Company may at any time following
the first anniversary date of issuance (the “Redemption Date”), at the option of the Board of Directors, redeem in whole or
in part the Shares by paying in cash in exchange for the Shares to be redeemed a price equal to the Original Series A Issue Price ($0.10)
(the “Redemption Price”). Any redemption affected pursuant to this provision shall be made on a pro rata basis among the holders
of the Shares in proportion to the number of the shares then held by them.


Dividends


None.


Preference of Liquidation


In the event of any liquidation, dissolution
or winding up of the Company, the holders of Shares shall be entitled to receive, prior and in preference to any distribution of any of
the assets of this Company, to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum
of (i) $0.10 for each outstanding Share (the “Original Series A Issue Price”) and (ii) an amount equal to 6% of the Original
Series A Issue Price for each 12 months that has passed since the date of issuance of any Shares (such amount being referred to herein
as the “Premium”).


For purposes of this provision, a liquidation,
dissolution or winding up of this Company shall be deemed to be occasioned by, or to include, (A) the acquisition of the Company by another
entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation
but, excluding any merger effected exclusively for the purpose of changing the domicile of the Company); or (B) a sale of all or substantially
all of the assets of the Company; unless the Company’s stockholders of record as constituted immediately prior to such acquisition
or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Company’s acquisition
or sale or otherwise), hold at least 50% of the voting power of the surviving or acquiring entity.


If upon the occurrence of such liquidation,
dissolution or winding up event, the assets and funds thus distributed among the holders of the Shares shall be insufficient to permit
the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of preferred stock that
may from time to time come into existence, the entire assets and funds of the Company legally available for distribution shall be distributed
ratably among the holders of the Shares in proportion to the preferential amount each such holder is otherwise entitled to receive.


In any of such liquidation, dissolution
or winding up event, if the consideration received by the Company is other than cash, its value will be deemed its fair market value.
Any securities shall be valued as follows:


	Securities not subject to investment letter or other similar restrictions
on free marketability (covered by (B) below):



	 	1)	If traded on a securities exchange (NASDAQ, AMEX, NYSE, etc.), the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing;


 


	 	2)	If traded on a quotation system, such as the OTC:QX, OTC:QB or OTC Pink Sheets, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and


 


	 	3)	If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Company and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock.


 


	The method of valuation of securities subject to investment letter or other
restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or
former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect
the approximate fair market value thereof, as mutually determined by the Company and the holders of at least a majority of the voting
power of all then outstanding shares of such Preferred Stock. 



 


Voting


 


The holder of each Share shall not have
any voting rights, except in the case of voting on a change in the preferences of Shares.


 


Conversion


 


Each Share shall be convertible into shares
of the Company’s Common Stock at a price per share of $0.10 (1 Share converts into 1 share of Common Stock), at the option of the
holder thereof, at any time following the date of issuance of such Share and on or prior to the fifth day prior to the Redemption Date,
if any, as may have been fixed in any Redemption Notice with respect to the Shares, at the office of this Company or any transfer agent
for such stock. Each Share shall automatically be converted into shares of Common Stock on the first day of the thirty-sixth (36th) month
following the original issue date of the shares at the Conversion Price per share.


 


Series B Preferred Stock 


 


Holders of the Series B Preferred Stock
shall be entitled to cast five hundred (500) votes for each share held of the Series B Preferred Stock on all matters presented to the
stockholders of the Corporation for stockholder vote which shall vote along with holders of the Corporation’s Common Stock on such
matters.


 


Redemption Rights


 


The Series B Preferred Stock shall be redeemed
by the Corporation upon the successful receipt by the Corporation of at least $1,000,000 in equity capital following the issuance of the
Series B Preferred Stock. The Company has received in excess of $1,000,000 of equity capital during the year ended December 31, 2021,
and the redemption right has been triggered. However, to date the Company has not exercised the redemption rights to redeem the Series
B Preferred Stock and currently has no plans to do so.


 


Conversion Rights


 


The Series B Preferred Stock is not convertible
into shares of Common Stock of the Corporation.


 


Protective Provisions


 


So long as any shares of Series B Preferred
Stock are outstanding, this Corporation shall not without first obtaining the approval (by vote or written consent, as provided by law)
of the Holders of the Series B Preferred Stock which is entitled, other than solely by law, to vote with respect to the matter, and which
Preferred Stock represents at least a majority of the voting power of the then outstanding shares of such Series B Preferred Stock:


	 	a)	sell, convey, or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate with any other corporation (other than a wholly owned subsidiary corporation) or effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Corporation is disposed of; 


 


	 	b)	alter or change the rights, preferences or privileges of the shares of Series B Preferred Stock so as to affect adversely the shares;


 


	 	c)	increase or decrease (other than by redemption or conversion) the total number of authorized shares of preferred stock;


 


	 	d)	authorize or issue, or obligate itself to issue, any other equity security, including any other security convertible into or exercisable for any equity security (i) having a preference over, or being on a parity with, the Series B Preferred Stock with respect to dividends or upon liquidation, or (ii) having rights similar to any of the rights of the Series B Preferred Stock; or


 


	 	e)	amend the Corporation’s Articles of Incorporation or bylaws.


 


Dividends


 


None.


 


Preference of Liquidation


 


None.


 


Series C Preferred Stock


 


The number of shares constituting the Series C Convertible
Preferred Stock shall be 5,500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors, provided
that no decrease shall reduce the number of shares of Series C Convertible Preferred Stock to a number less than the number of shares
then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Company convertible into Series C Convertible Preferred Stock.


 


Conversion Rights


 


Each Share shall be convertible into shares
of the Company’s Common Stock at a price per share of $0.01 (1 Share converts into 100 shares of Common Stock) (the “Conversion
Price”), at the option of the holder thereof, at any time following the date of issuance of such Share and on or prior to the fifth
(5th) day prior to the redemption Date, if any, as may have been fixed in any redemption notice with respect to the Shares, at the office
of this Company or any transfer agent for such stock.


 


Voting Rights


 


The holder of each Share shall not have
any voting rights, except in the case of voting on a change in the preferences of Shares.


 


Protective Provisions


 


So long as any Shares are outstanding,
this Company shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of Shares
which is entitled, other than solely by law, to vote with respect to the matter, and which Shares represents at least a majority of the
voting power of the then outstanding Shares:


 


	 	a)	sell, convey, or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate with any other corporation (other than a wholly owned subsidiary corporation) or effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of;


 


	 	b)	alter or change the rights, preferences or privileges of the Shares so as to affect adversely the Shares;


 


	 	c)	increase or decrease (other than by redemption or conversion) the total number of authorized shares of preferred stock;


 


	 	d)	authorize or issue, or obligate itself to issue, any other equity security, including any other security convertible into or exercisable for any equity security (i) having a preference over, or being on a parity with, the Shares with respect to liquidation, or (ii) having rights similar to any of the rights of the Preferred Stock; or


 


	 	e)	amend the Company’s Articles of Incorporation or bylaws.


 


Other Rights


 


There are no other rights, privileges or
preferences attendant or relating to in any way the Shares, including by way of illustration but not limitation, those concerning dividend,
ranking, other conversion, other redemption, participation or anti-dilution rights or preferences.


 


Anti-Takeover Effects of Various Provisions of
Nevada Law


 


Provisions of the Nevada Revised
Statutes, and our articles of incorporation and bylaws, as amended, could make it more difficult to acquire us by means of a tender offer,
a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, would be expected to
discourage certain types of takeover practices and takeover bids our Board may consider inadequate and to encourage persons seeking to
acquire control of us to first negotiate with us. We believe that the benefits of increased protection of our ability to negotiate with
the proponent of an unfriendly or unsolicited proposal to acquire or restructure us will outweigh the disadvantages of discouraging takeover
or acquisition proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.


 


Transfer Agent, Warrant Agent and Registrar


 


The Transfer Agent for our common
stock is Standard Registrar and Transfer Company, 440 East 400 South, Suite 200, Salt Lake City, Utah 84111. Its telephone number is (801)
571-8844.